8-K: Current report filing
Published on July 22, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On July 21, 2020, Clear Channel International, B.V. (“Clear Channel International”), an indirect, wholly-owned subsidiary of Clear Channel Outdoor Holdings, Inc., issued a press release announcing the pricing of $375.0 million aggregate principal amount of 6.625% Senior Secured Notes due 2025 (the “Notes”). The aggregate principal amount of Notes to be sold was upsized by $25.0 million from the aggregate principal amount previously announced. The issuance and sale of the Notes is expected to be completed on August 4, 2020, subject to customary closing conditions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.
In connection with the pricing of the Notes, on the same date, Clear Channel International entered into a Purchase Agreement (the “Purchase Agreement”), by and among Clear Channel International, the guarantors named therein (the “Guarantors”), and Deutsche Bank Securities Inc., as representative of the several initial purchasers, relating to the sale of the Notes. The Purchase Agreement contains customary representations, warranties and agreements by Clear Channel International and the Guarantors, customary conditions to closing, indemnification obligations of Clear Channel Inernational and the Guarantors (including for liabilities under the Securities Act), other obligations of the parties and termination provisions.
The Notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. |
Description |
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| 99.1 | Press Release issued by Clear Channel Outdoor Holdings, Inc., dated July 21, 2020. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CLEAR CHANNEL OUTDOOR HOLDINGS, INC. | ||||||
| Date: July 22, 2020 | By: | /s/ Brian D. Coleman |
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| Brian D. Coleman | ||||||
| Chief Financial Officer and Treasurer | ||||||
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